Common use of Agreed Terms and Conditions Clause in Contracts

Agreed Terms and Conditions. 1.1 As of the date of this Agreement, the parties agree that the provisions contained in the ID. Titles of Schedule A reflect the mutual intent of the parties and provide the basis for this Agreement in respect of the resolved matters further described therein. 1.2 Further agreement on implementation of the matters set out in Schedule A will be completed by the dates expressly set out in Schedule A or when otherwise agreed, including as agreed in the Implementation Plan of this Agreement. If the parties are unable to agree on the completion and implementation of any matter agreed to in Schedule A by mutually agreed dates, then the disagreement or dispute and the resolution of fair and reasonable implementation terms shall be resolved by arbitration at the request of either party. 1.3 Arbitration pursuant to Section 1.2 will be conducted generally in accordance with ID. 34 – Expedited Arbitration, but with necessary modification, that the arbitrator shall have the duty to impose fair and reasonable implementation terms as the arbitrator decides, in his or her discretion, are necessary or desirable to achieve the objectives of the matters agreed to by the parties as set out in Schedule A. This Agreement and the attached Schedules shall be construed by the arbitrator in accordance with a purposive approach and pursuant to such remedial and equitable interpretation as will achieve the stated objectives and purposes of this Agreement and, as applicable, the stated objectives and purposes of the IIBA, the CL, and the WCA. 1.4 Upon agreement or resolution by arbitration of terms to implement a matter agreed to in Schedule A, the attached Schedule A will be revised and updated to reflect the agreement or resolution on implementation terms. Additional matters and agreed terms in respect thereof may also be added to Schedule A by mutual agreement of the parties at any time. 1.5 It is the intention of the parties that all of the terms and conditions set out in this Agreement and in respect of all matters set out in Schedule A and Schedule B, including all subsequent implementation terms agreed by the parties (or resolved by arbitration in respect of any matters described in Schedule A), shall be legally binding on the parties as of the date hereof, but subject always to the conditions set out in Section 1.6 and Section 6.2. Notwithstanding Section 1.6 and Section 6.2, the specific provisions described in Schedule C shall continue to be legally binding in all circumstances following the date hereof. 1.6 Commencing on the date hereof, the parties will promptly implement their respective obligations relating to the matters set out in Schedule A and B in good faith, provided that: (a) if a formal, final and unconditional decision is not made by the BIMC Board of Directors to execute the Phase 2 Project (a “Construction Decision”), within thirty (30) days after the issuance by NIRB to BIMC of an amended ▇▇▇▇ River Project Certificate which would allow the Phase 2 Project to proceed as contemplated by BIMC; or (b) if the Minister makes a determination that the Phase 2 Project Proposal should not proceed; or (c) the Minister makes a determination that the Phase 2 Project Proposal may only proceed on terms and conditions which are not acceptable to BIMC; then upon fifteen (15) days written notice by BIMC to QIA, this Agreement, including all implementation measures agreed upon by the parties since the date of this Agreement, and any amendments to the IIBA, CL and WCA contemplated by this Agreement shall thereupon be null and void, except for the provisions specified in Schedule C which shall continue in force, and provided that all payments made to QIA under this Agreement prior to termination are not refundable. The parties may nevertheless agree in writing to continue to abide by and/or implement any specific terms or measures in respect of any matter.